Acquisition of Cooper Industries plc
Eaton Corporation
Sandy Cutler
May 21, 2012
© 2012 Eaton Corporation. All rights reserved.
NO OFFER OR SOLICITATION
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to
purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
A registration statement on Form S-4 will be filed that will include the Joint Proxy Statement of Eaton Corporation (“Eaton”) and Cooper Industries plc
(“Cooper”) that also constitutes a Prospectus of Eaton Global Corporation Plc (1)(“Eaton Global Plc”). Eaton and Cooper plan to mail to their respective
shareholders (and to Cooper Equity Award Holders for information only) the Joint Proxy Statement/Prospectus (including the Scheme) in connection
with the transactions. Investors and shareholders are urged to read the Joint Proxy Statement/Prospectus (including the Scheme) and other
relevant documents filed or to be filed with the SEC carefully when they become available because they will contain important information
about Eaton, Cooper, Eaton Global Plc, the transactions and related matters. Investors and security holders will be able to obtain free copies of
the Joint Proxy Statement/Prospectus (including the Scheme) and other documents filed with the SEC by Eaton Global Plc, Eaton and Cooper through
the website maintained by the SEC at www.sec.gov. In addition, investors and shareholders will be able to obtain free copies of the Joint Proxy
Statement/Prospectus (including the Scheme) and other documents filed by Eaton and Eaton Global Plc with the SEC by contacting Don Bullock from
Eaton by calling (216) 523-5127, and will be able to obtain free copies of the Joint Proxy Statement/Prospectus (including the Scheme) and other
documents filed by Cooper by contacting Cooper Investor Relations at c/o Cooper US, Inc., P.O. Box 4466, Houston, Texas 77210 or by calling (713)
209-8400.
PARTICIPANTS IN THE SOLICITATION
Cooper, Eaton and Eaton Global Plc and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies
from the respective shareholders of Cooper and Eaton in respect of the transactions contemplated by the Joint Proxy Statement/Prospectus.
Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the respective shareholders of
Cooper and Eaton in connection with the proposed transactions, including a description of their director or indirect interests, by security holdings or
otherwise, will be set forth in the Joint Proxy Statement/Prospectus when it is filed with the SEC. Information regarding Cooper's directors and executive
officers is contained in Cooper's Annual Report on Form 10-K for the year ended December 31, 2011 and its Proxy Statement on Schedule 14A, dated
March 13, 2012, which are filed with the SEC. Information regarding Eaton's directors and executive officers is contained in Eaton's Annual Report on
Form 10-K for the year ended December 31, 2011 and its Proxy Statement on Schedule 14A, dated March 16, 2012, which are filed with the SEC.
(1) Expected
name, or a variant thereof
© 2012 Eaton Corporation. All rights reserved.
2
Forward Looking Statements
This presentation may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995
concerning Eaton, Eaton Global Plc, the acquisition and other transactions contemplated by the Transaction Agreement, our acquisition
financing, our long-term credit rating and our revenues and operating earnings. These statements or disclosures may discuss goals,
intentions and expectations as to future trends, plans, events, results of operations or financial condition, or state other information relating to
Eaton or Eaton Global Plc, based on current beliefs of management as well as assumptions made by, and information currently available to,
management. Forward-looking statements generally will be accompanied by words such as “anticipate,” “believe,” “plan,” “could,” “estimate,”
“expect,” “forecast,” “guidance,” “intend,” “may,” “possible,” “potential,” “predict,” “project” or other similar words, phrases or expressions.
These forward-looking statements are subject to various risks and uncertainties, many of which are outside of our control. Therefore, you
should not place undue reliance on such statements. Factors that could cause actual results to differ materially from those in the forwardlooking statements include adverse regulatory decisions; failure to satisfy other closing conditions with respect to the Acquisition; the risks
that the new businesses will not be integrated successfully or that we will not realize estimated cost savings and synergies; our ability to
refinance the bridge loan on favorable terms and maintain our current long-term credit rating; unanticipated changes in the markets for our
business segments; unanticipated downturns in business relationships with customers or their purchases from Eaton; competitive pressures
on our sales and pricing; increases in the cost of material, energy and other production costs, or unexpected costs that cannot be recouped
in product pricing; the introduction of competing technologies; unexpected technical or marketing difficulties; unexpected claims, charges,
litigation or dispute resolutions; new laws and governmental regulations. The foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and uncertainties that affect our business described in our Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed from time to time with the SEC. We do not
assume any obligation to update these forward-looking statements.
No statement in this presentation is intended to constitute a profit forecast for any period, nor should any statements be interpreted to mean
that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for Eaton.
© 2012 Eaton Corporation. All rights reserved.
3
Eaton’s acquisition of Cooper results in…
•
A combination of two leading industrial companies with
complementary electrical businesses
• $21.5B combined 2011 sales
• $3.1B combined 2011 EBITDA
•
An enterprise increasingly well positioned for growth through
addressing global power management needs
•
Significant synergies
•
Win-win for both companies’ shareholders
• 29% premium for Cooper with significant cash component
• Accretion to earnings benefits both companies’ shareholders
as the continuing owners of Eaton Global Plc
© 2012 Eaton Corporation. All rights reserved.
4
Transaction overview
Combined
company
•
Premier power management company with 2011 sales of $21.5B
•
Under the leadership of Eaton management
•
Named Eaton Global Plc and will continue to trade on NYSE as ETN
•
Incorporated in Ireland
Consideration •
Cooper shareholders will receive $39.15 in cash and 0.77479 ETN Plc
shares, reflecting a 29% equity premium to the closing price on May 18
•
Eaton shareholders will receive 1 ETN Plc share
Financing
•
Fully committed bridge financing in place
Financial
benefits
•
$375M operating synergies, with >80% realized by year 3, and $160M
global cash management and resultant tax benefits in the mature year(1)
•
Significantly accretive to Eaton’s earnings
•
Expect closing in the fall of 2012
•
Conditional on customary regulatory and shareholder approvals
Timing
(1) The
financial benefits statements have been reported on in accordance with the Irish Takeover
Code. Please see the offer announcement dated May 21, 2012 for further details.
© 2012 Eaton Corporation. All rights reserved.
5
Benefits to Cooper shareholders
•
Recommended bid with the full support of Cooper’s Board of
Directors
•
Bid reflects full value for the company
•
•
29% equity premium to the closing price on May 18, 2012
•
Attractive EV/EBITDAltm multiple of 12.9x(1), significantly above the multiple at
closing on May 18, 2012 of 10.0x
Consideration provides certainty of value given the high cash
component
•
•
Equity component provides upside to shareholders
Strategically compelling combination
(1) Assumes
the purchase of all outstanding Cooper stock options for cash and share consideration
© 2012 Eaton Corporation. All rights reserved.
6
Eaton’s strategy remains consistent
•
A premier power management enterprise run as an integrated
operating company serving customers globally
•
Provide innovative, safe, reliable, and efficient electrical,
hydraulic, and mechanical solutions across diverse end markets
•
Focus upon one of the most important challenges of our
time…reducing the rising cost and increasing environmental
impact of the world’s growing energy needs
•
Maintain balance across geographies, the economic cycle, and
our business mix
•
Build on our leadership positions through acquisitions in our
Electrical, Hydraulics, and Aerospace businesses
© 2012 Eaton Corporation. All rights reserved.
7
Corporate goals for 2015
Growth
12-14%
sales
growth
30% of
sales from
emerging
markets
20%
earnings
growth
2015
Goals
9% free
cash flow
margin
Performance
Note:
15% ROIC
16%
segment
margin
Returns
Segment Margin excludes acquisition integration charges
© 2012 Eaton Corporation. All rights reserved.
8
Acquisitions have played a large role in growing
our electrical business
Market Participation
Electrical Group
Acquisitions
Year
Acq’d
Sales
Power Control
& Distribution
Power
Quality
Regional Strength
Lighting &
Safety
Americas
Cutler Hammer
1978
$0.6B
●
999
Westinghouse DCBU
1994
$1.0 B
●
999
Delta Electrical
2003
$0.3 B
●
Powerware
2004
$0.8 B
●
MGE Small Systems
2007
$0.2 B
●
Moeller
2008
$1.5 B
Phoenixtec
2008
$0.5 B
Cooper
2012
$5.4 B
●
●
AsiaPacific
9
99
9
999
99
9
9
999
9
999
9
9
9
999
999
99
9
●
●
EMEA
28 other Electrical acquisitions since 1990
© 2012 Eaton Corporation. All rights reserved.
9
Our acquisition program has helped drive strong
shareholder returns
Closed Deals
Total Shareholder Return
450
2011
2010
400
2009
350
2008
300
2007
250
2006
2005
200
2004
150
2003
2002
100
2001
50
2000
2011
2010
2009
2008
2007
2006
2005
2004
PDI Group
S&P 500
10
5/15/ 2012
Eaton
© 2012 Eaton Corporation. All rights reserved.
2003
10
2002
5
2001
0
2000
0
Cooper is an electrical industry leader
•
Leading and innovative manufacturer of electrical equipment with
$5.4B sales and 14.0% operating margin in 2011
•
•
•
Serves global customers with a suite of electrical products enhancing
energy efficiency and safety across varied end markets
•
•
•
•
•
Wide range of electrical products
100+ year reputation in industrial, utility, and commercial markets with leading brands
Strong U.S. presence (60% of sales), with growing international focus (40% of sales)
Sales presence in over 100 countries
Manufacturing in 23 countries
26,000 employees worldwide
Driving growth organically through:
•
•
•
•
Expanding into emerging markets
Targeting high-growth industry verticals such as oil & gas, mining, utilities
Innovative new products with 29% of sales from new products
Customer centric sales organization and sales processes
© 2012 Eaton Corporation. All rights reserved.
11
Cooper has a wide range of complementary
electrical businesses
Electrical Products ($2.5 B sales)
Energy and Safety Solutions ($2.9 B sales)
• Cooper Power Systems
•
• $1.3 B sales
• Market leader in
distribution grid
protection
•
• Crouse-Hinds
Lighting
•
$1.1 B sales
•
Strong LED platform
driving growth
Bussmann:
•
$650 M sales
•
Global leader in
circuit protection
• $1.0 B sales
• Global leader in electrical
solutions for harsh and
hazardous environments
•
B-Line Support structures
•
$400 M sales
•
Global provider of
structural systems and wire
management solutions
• Safety
• $600 M sales
• Leading European
provider of emergency
lighting and video
security
•
Wiring devices
•
$350 M sales
•
Electrical devices for
commercial and residential power distribution
© 2012 Eaton Corporation. All rights reserved.
12
The strategic rationale for this acquisition is
compelling - I
• Broad portfolio of complementary products
• Market segment expansion:
•
Upstream into power solutions encompassing primary and
secondary distribution, grid automation, and smart grid
•
Downstream into lighting, lighting controls, and wiring devices
• Expands our solutions with all channels
• Well positioned to address long-term global requirements
•
Aging grid
•
Increased spending on energy & infrastructure
•
Protecting people, equipment and data
© 2012 Eaton Corporation. All rights reserved.
13
The strategic rationale for this acquisition is
compelling - II
• Aligns with our customer segment focus in oil & gas, mining,
energy efficiency and alternative energy
•
Adds breadth to our global geographic exposure
• Attractive business in EMEA
• Strong oil & gas industry positioning globally
• Complementary component and utility business in APAC
• Offers improved cash management flexibility for the
corporation
© 2012 Eaton Corporation. All rights reserved.
14
Eaton’s present electrical solutions are focused
upon four broad sets of capabilities
Access to:
Eaton Power Expertise…
… accessible and applied
Residential, non residential
construction and utilities
Data Center
and IT markets
POWER
DISTRIBUTION
Access to:
Access to:
CONTROL
POWER
QUALITY
SERVICE
Machine builders
and the factory floor
Access to:
Energy efficiency,
infrastructure &
maintenance
Leading products capture attention…
…broad capabilities deliver solutions
© 2012 Eaton Corporation. All rights reserved.
15
Adding Cooper expands Eaton’s market
participation
Moving Upstream
Utility power
distribution network
Historic Eaton Core
Facilities
Power Distribution
© 2012 Eaton Corporation. All rights reserved.
Moving Downstream
Load management
& lighting control
16
Our integrated operating company capabilities
(EBS) will drive significant synergies(1)
Synergies
($M)
2013
2014
2015
2016
Sales synergies
10
35
70
115
Cost-out synergies
65
140
240
260
Total operating synergies
75
175
310
375
Global cash management and resultant tax benefits
160
160
160
160
Acquisition integration costs, pre-tax
90
75
35
-
Pre-tax operating synergies
Integration plans
•
$260M in cost out synergies with over 90% complete by 2015
•
$200M in acquisition integration charges with ~80% incurred through 2014
(1) The financial benefits statements have been reported on in accordance with the Irish Takeover
Code. Please see the offer announcement
2012 for further details.
© 2012 Eaton dated
Corporation.May
All rights 21,
reserved.
17
The acquisition is accretive to earnings(1)
Accretion
($)
2013
2014
2015
2016
Operating EPS Accretion (1)
(0.10)
0.35
0.45
0.55
0.40
0.65
0.75
0.85
Cash Operating EPS Accretion (1,2)
(1) EPS accretion numbers do not represent a profit forecast as defined in the Irish Takeover Code
(2) Cash Operating EPS excludes incremental amortization of intangibles arising from purchase
accounting
© 2012 Eaton Corporation. All rights reserved.
18
Cooper enhances Eaton’s revenue mix
Eaton
Cooper
NewCo
8%
Business
Mix
11%
45%
EPG
46%
E&SS
54%
8%
59%
10%
13%
18%
Electrical
Geographic
Mix
12%
100% Electrical
16%
Hydraulics
Aerospace
Truck
Automotive
21%
27%
25%
45%
49%
19%
60%
26%
28%
U.S.
International Developed
Emerging
Note: Based on 2011 sales
© 2012 Eaton Corporation. All rights reserved.
19
Financing plan for transaction
• Bridge loan and cash on hand to fund cash
component of the consideration
• Plan to replace bridge loan with approximately
$5.1B of term debt in several tranches with varied
tenors
• In the medium term, we are targeting a return to an
A credit rating for our long term debt
Note: At the closing of the acquisition, Eaton Global Plc will be assuming and guaranteeing the outstanding debt
of Cooper Industries plc
© 2012 Eaton Corporation. All rights reserved.
20
We expect the transaction to close this fall
Expected close
Shareholder votes
Post proxy statement
and scheme document
Announcement
May
June
July
August
Fall
2012
Bridge financing
commitment in place
Regulatory filings
© 2012 Eaton Corporation. All rights reserved.
21
Eaton’s acquisition of Cooper results in…
•
A combination of two leading industrial companies with
complementary electrical businesses
• $21.5B combined 2011 sales
• $3.1B combined 2011 EBITDA
•
An enterprise increasingly well positioned for growth through
addressing global power management needs
•
Significant synergies
•
Win-win for both companies’ shareholders
• 29% premium for Cooper with significant cash component
• Accretion to earnings benefits both companies’ shareholders
as the continuing owners of Eaton Global Plc
© 2012 Eaton Corporation. All rights reserved.
22
© 2012 Eaton Corporation. All rights reserved.
23